SecProbe.io

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Mail Stop 0309

									January 12, 2005

Thomas J. Kenan, Esq.
Fuller, Tubb, Pomeroy & Stokes
201 Robert S. Kerr Avenue - Suite 201
Oklahoma City, OK  73102

Re:  	The KingThomason Group, Inc.
Amendment No. 1 to Form SB-2 Registration Statement
	File No. 333-120394

Dear Mr. Kenan:

      We have conducted a complete legal review, but not a
financial
review of your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments. Please respond to comments not relating to the
transaction
within 10 business days of the date of this letter or tell us when
you will provide a response prior to the expiration of the 10-day
period regardless of whether you proceed with your transaction.

	The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Risk Factors - page 1

We have not demonstrated an ability to continue as a "going
concern."
- page 2

1. Please expand the risk factor to indicate whether your share
price
has been less than $0.10 on any days during the last fiscal year
and
interim period, and if so, the frequency with which this has
occurred.

2. Elsewhere in the document you have discussed the thin trading
market for your stock.  Please clarify whether actual sales have
to
occur on a particular trading day in order for you to sell stock
to
Fusion Capital on that date.

We will require additional financing to sustain our operations and
without it we will not be able to continue operations - page 3

3. Please relocate this risk factor so that it appears immediately
before the risk factor called "We have not demonstrated an ability
to
continue as a "going concern.""

We have not proven that we can compete with larger and better
capitalized companies. - page 3

4. Please expand the risk factor to explain what "wholesale" means
in
this context.

Securities Ownership of Beneficial Owners and Management - page 19

5. The information in this section has been provided as of
September
39, 2004.  Please update it so that it contains information as of
the
most recent practical date, which should be in close proximity to
the
filing date of the amendment.

Description of Business - page 23

6. Please expand the last paragraph on page 24 to explain what a
"master general insurance agency" is.  Also, disclose how many
brokers are selling your products.

7. Under "TotalCare Medical Accounts Receivable Credit Card
Program"
on page 25, please explain what is entailed in managing the
portfolio
of credit cards and how you will maximize the recovery of
receivables.  Will you be acting as a collection agency?

8. In several of our previous comments we asked you to disclose
and
discuss the material terms of your material agreements.  While you
have now filed them as exhibits, we are unable to locate a
discussion
of them in your document.  Please revise the disclosure to include
a
discussion of the material terms of each.  This would include, but
not be limited to, when the agreement was entered into, its
duration,
the compensation or other consideration involved, how you earn
money
from the arrangement, any material commitments you have made for
expenditures and similar information.

Executive Compensation - page 36

9. Please update the disclosure in this section to include
compensation information for the fiscal year ended December 31,
2004.

*	*	*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  We may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please
provide
this request at least two business days in advance of the
requested
effective date and allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration.  .

      Please contact Mary K. Fraser at 202-942-1864 or me at 202-
942-
1840 with any other questions.

      Regards,

							Jeffrey P. Riedler
								Assistant Director

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Capitol Document Services, Inc.
King Thomason Group, Inc.
December 8, 2004
Page 4

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